Email？？:For and in consideration of their mutual promises,
assertions and covenants set forth herein, whereas the parties herein mentioned
below (Signatory of this Agreement) are mutually desirous in working together
for their common benefit, and parties agree to abide by the following terms and
conditions.

The parties shall not in any manner solicit nor accept any
business from sources or their affiliates that are made available by the other
party or parties to this agreement at any time without the express permission
of the party or parties who made the source available.

The parties shall maintain complete confidentiality
regarding each other's business sources or their identities and shall disclose
such only to named parties pursuant to the express written permission of the
party who made available the said source.

The parties shall not in any way whatsoever circumvent or
attempt to circumvent each other or any parties involved in any of the
transactions the parties are desirous of entering into and to the best of
their abilities assure one another that the original transaction codes
established will not be altered or changed.

The parties shall not disclose any names, addresses,
telefax or telex numbers or email of any contact revealed by any party to a
third party, and each signatory recognises such contacts to be an exclusive
and valuable contact of the respective party or parties, and they shall not
enter into direct negotiations or transactions with such contacts revealed by
the other party or parties.

Neither party shall avoid payment of due fees, commissions,
and other remuneration's in anyway whatsoever. In the event of circumvention
by any party or indirectly, the circumvented party shall be entitled to legal
monetary penalty equal to the maximum amount it should realise from such a
transaction and any and all expenses, including, but not limited to legal
fees, that would be involved in the recovery of said funds.

All considerations, benefits, bonds, participant's fees,
and commissions received as a result of the contraction of the parties to this
agreement relating to any and all transactions will be allocated as mutually
agreed to.

The agreement is valid for any and all transactions,
renewal, extensions, roll overs, etc, between the parties and related
principals and is hereto enforceable in any International or Canadian Court,
as the exclusive venue. The duration of this agreement shall be for a period
of five (5) years from the above mentioned date unless otherwise extended.

Signed Telefax copies of this document with an original
signature affixed shall be deemed to be "ORIGINALS", and shall be legal
binding on all parties.

Any
section or clause of this agreement that is deemed by a court of competent
jurisdiction to be unenforceable or non-binding, shall not have any effect on
any of the remaining sections or clauses.

IN WITNESS HEREOF THE PARTIES
HAVE EXECUTED THE AGREEMENT ON THE DATE FIRST MENTIONED ABOVE.